nexxnow8kex10-a.htm


    
      

      

    

    Exhibit
10-a

    
      


      CONSULTING
AGREEMENT

      


      


      THIS CONSULTING AGREEMENT
(this “Agreement”) is
entered into and is effective as of July 3, 2008 by and between NexxNow, Inc., with principal
offices at 37 Hamburg Street, East Aurora, NY 14052, (“NexxNow”), Pan Asia Investment Management
Company, a Dalian, China registered and licensed company with offices at
Suite 41, Yong Zhen Street, Shi Kong District, Dalian, China, 106001 (“Pan Asia”) and Fu Lojen residing at 24 Ren
Ming Rd, Dalian, China 116001.

      


      WHEREAS, NexxNow desires to
engage Pan Asia to act as its consultant on China matters and Pan Asia is
willing to perform the services of consultant and to assist NexxNow in achieving
their business objectives in China.

      


      T E R M S:

      


      NOW THEREFORE, in
consideration of the mutual premises and covenants contained herein, and other
good and valuable consideration, the receipt, sufficiency and adequacy of which
is hereby acknowledged, the parties agree as follows:

      


      1.00     Services to be Performed by
Pan Asia

      


      
        	
                 

              	
                1.01

              	
                Pan
      Asia, upon request of the Board of Directors of NexxNow, shall provide
      advice and management services on all matters concerning and in
      furtherance of NexxNow’s business plans and operations in
      China.  Pan Asia will represent NexxNow generally and as and
      when directed by NexxNow and will do all things necessary to further the
      business goals of NexxNow in China.

              


      

      


      
        	
                 
      

              	
                1.02

              	
                Pan
      Asia shall create and manage a national presence in China.  Pan
      Asia shall at the request of NexxNow manage an office in Dalian,
      China.  All expenses associated with the Dalian offices will be
      the responsibility of NexxNow.  All expenses must be
      pre-approved in writing by NexxNow CEO, Paul
  Riley.

              


      

      


      
        	
                 
      

              	
                1.03

              	
                Pan
      Asia shall create and manage one or more Internet websites in China and in
      the Chinese language, designed to promote and further the goals of NexxNow
      in China.  Content to be approved by
  NexxNow.

              


      

      


      
        	
                 
      

              	
                1.04

              	
                Pan
      Asia shall manage and provide a Chinese Advisory Board consisting of four
      (4) NexxNow approved members to support and advise NexxNow regarding its
      Chinese business initiatives.  This Advisory Board will be
      formed and convened within Forty-Five (45) days of this
      contract.  Compensation and reporting will be at the direction
      of NexxNow.

              


      

      



      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                1.05

              	
                Pan
      Asia shall create a barter program to transfer NexxNow technology,
      services and content to the various forms of media in China in exchange
      for advertising time and space.  Program detail to be approved
      by NexxNow.

              


      

      


      
        	
                 
      

              	
                1.06

              	
                Pan
      Asia shall introduce NexxNow to CCTV, foster good business relations with
      CCTV and assist to secure a favorable business arrangement between NexxNow
      and CCTV.

              


      

      


      
        	
                 
      

              	
                1.07

              	
                Pan
      Asia shall promote NexxNow and its products and services in
      China.

              


      

      


      
        	
                 
      

              	
                1.08

              	
                Pan
      Asia shall assist in securing local and central government cooperation,
      permits and licensing needed to further the business goals of
      NexxNow.

              


      

      


      
        	
                 
      

              	
                1.09

              	
                Pan
      Asia shall advise on and introduce and provide liaison on and between
      government, businessmen and investors and NexxNow as requested by
      NexxNow.

              


      

      


      
        	
                 
      

              	
                1.10

              	
                Pan
      Asia shall arrange for and provide translation services as
      required.

              


      

      


      
        	
                 
      

              	
                1.11

              	
                Pan
      Asia shall receive and escort NexxNow business teams on their visits to
      China.

              


      

      


      
        	
                 
      

              	
                1.12

              	
                Pan
      Asia shall travel to the United States of America as and when required by
      NexxNow.

              


      

      


      
        	
                 
      

              	
                1.13

              	
                Pan
      Asia shall introduce potential investors to
  NexxNow.

              


      

      


      2.00     Terms &
Fees

      


      
        	
                 
      

              	
                2.01

              	
                The
      Term shall commence upon the execution date of this agreement and shall
      expire two years from that date.

              


      

      


        
Prior to July 1, 2010, this Agreement may be terminated as follows:

      (a)   By
NexxNow for Cause. As used herein, the term "Cause" shall mean only the
following:  (A) conviction during the Term of a crime involving moral
turpitude by Pan Asia, or (B) material, willful or gross misconduct by Pan Asia
in the performance of its duties hereunder.

      


      
        	
                
                

              	
                2.02

              	
                As
      compensation for Pan Asia’s services required hereunder, Pan Asia shall be
      entitled to receive:

              


      

      
        	
                
                

              	
                 
      

              	
                (a)
      Consulting
      Fee: Pan Asia will be paid Ten Thousand ($10,000) U.S. Dollars per
      month by bank wire on the 15th
      of each month commencing upon NexxNow achieving an additional One Million
      ($1,000,000) U.S. Dollars in paid in
capital.

              


      

      



      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)
      Stock
      Compensation:  NexxNow shall award Five Hundred Thousand
      (500,000) shares of NexxNow common stock to Pan Asia upon the execution of
      this Agreement and appointment of Fu Lo Jen as Chairman of NexxNow’s
      Chinese Advisory Board.  NexxNow shall award Two Hundred Fifty
      Thousand (250,000) shares of its common stock to Pan Asia for successful
      completion of each of the following
objectives:

              


      

      


      
        	
                 
      

              	
                (i)
      the appointment of Three (3) additional Chinese Advisory Board members,
      within Forty-Five (45) days from the date of execution of this Agreement,
      and the construction of and online maintenance of a Chinese hosted NexxNow
      website (content provided and approved by NexxNow) empowered by NexxNow’s
      “ACE” (Audience Communication Executable) technology and the operation of
      the NexxNow Dalian, China-based office (within Six (6) months of
      execution).  (Two Hundred Fifty Thousand (250,000)
      shares).

              


      

      


      
        	
                 
      

              	
                (ii)
      the attainment of a NexxNow-approved business arrangement involving
      NexxNow and CCTV (China Central Television Broadcast Channel) provided for
      via the assistance of Pan Asia (within Six (6) months of
      execution).  (Two Hundred Fifty Thousand (250,000)
      shares).

              


      

      


      
        	
                 
      

              	
                (iii)
      the attainment of One Million ($1,000,000) U.S. Dollars in “Rate Card”
      value of acceptable media (TV, Radio, Print advertisement) in exchange for
      the “ACE” technology at a cost of development to “Rate Card” value ratio
      of no more than One to Ten (1:10) in Calendar year 2008 and Four Million
      ($4,000,000) U.S. Dollars in 2009.

              


      

      


      
        	
                 
      

              	
                (iv)
      Finder’s Fee: NexxNow will pay a finder’s fee to Pan Asia for the
      introduction of investors who do invest in NexxNow and its related
      companies.  The fee will be 5% or as negotiated from time to
      time.

              


      

      


      
        	
                 
      

              	
                In
      the event of the introduction of investors by Pan Asia to NexxNow and
      their subsequent investment,  NexxNow agrees to dedicate Fifty
      Percent (50%) of the gross investment less origination commissions and
      fees, exclusively to the development of it’s Dalian, China operations and
      under the management of Pan Asia.

              


      

      


      



      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                The
      objectives included in each of the individual subsections identified as
      (i), (ii), (iii) must all be achieved for Pan Asia to earn the respective
      stock award in each subsection.

              


      

      


      
        	
                 
      

              	
                Example:
      (i) must be achieved for the 250,000 share award to be
      earned.  If any objective is not achieved Pan Asia will not earn
      any shares respective to that
subsection.

              


      

      


      
        	
                 
      

              	
                *
      The disqualification of any individual subsection award because of
      non-performance will not void any available opportunity relative to
      another subsection.

              


      

      


      
        	
                3.00

              	
                Representations

              


      

      


      
        	
                
                

              	
                3.01

              	
                Representations of
      NexxNow.  NexxNow represents, warrants and
      agrees:

              


      

      


      
        	
                
                

              	
                a.  

              	
                NexxNow
      has the legal capacity and authority to execute, deliver and perform its
      obligations under this Agreement.  This Agreement has been duly
      authorized, executed and delivered by NexxNow and is its legal, valid and
      binding agreement, enforceable against NexxNow in accordance with its
      terms.  NexxNow’s execution of this Agreement and the
      performance of its obligations hereunder do not conflict with or violate
      the governing documents of NexxNow or any of its affiliates or any
      obligations of NexxNow or any of its affiliates, whether arising by
      contract, operation of law or
otherwise.

              


      

      


      
        	
                
                

              	
                b.  

              	
                There
      is not pending or threatened any action, suit or proceeding before or by
      any court or other governmental body or regulatory authority to which
      NexxNow or any of its employees or affiliates is or may be a party or any
      of its properties is or may be subject, and no event has occurred that
      might affect NexxNow’s ability to execute, deliver and perform its
      obligations under this Agreement.  Without limiting the
      foregoing, none of NexxNow and NexxNow’s employees and
      affiliates

              


      

      


      
        	
                 
      

              	
                3.02

              	
                Representations and
      Warranties of Pan Asia:  Pan Asia represents and warrants
      to NexxNow and agrees with NexxNow
that:

              


      

      


      
        	
                 
      

              	
                a.

              	
                Pan
      Asia has the legal capacity and authority to execute, deliver and perform
      its obligations under this Agreement.  This Agreement has been
      duly authorized, executed and delivered by Pan Asia and is its legal,
      valid and binding Agreement, enforceable against Pan Asia in accordance
      with its terms.  Pan Asia’s execution of this Agreement and the
      performance of its obligations hereunder do not conflict with or violate
      Pan Asia’s governing documents or any obligations by which Pan Asia is
      bound, whether arising by contract, operation of law or
      otherwise.

              


      

      



      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                b.

              	
                Pan
      Asia is authorized to conduct business under the laws of each jurisdiction
      where it is required to be so authorized, and shall maintain such
      authorizations during the term of this Agreement if required by applicable
      law to do so to provide the Services to NexxNow.  Pan Asia shall
      provide the Services in compliance with all applicable laws and
      regulations.

              


      

      


      4.00    Miscellaneous
Terms

      


      
        	
                 
      

              	
                4.01

              	
                Governing
      Law.  This Agreement and the interpretation and
      enforcement of the terms of this Agreement shall be governed under and
      subject to the laws of the State of New
York.

              


      

      


      
        	
                 
      

              	
                4.02

              	
                Jurisdiction.  Jurisdiction
      for court action, court and authorities in the State of New York or the
      Federal District Court having venue for the State of New York should have
      jurisdiction over all controversies that may arise with respect to this
      agreement. NexxNow hereby waives any other venue to which it might be
      entitled to by virtue of domicile or otherwise and expressly consents and
      acknowledges that the courts and authorities in the State of New York
      shall have jurisdiction.

              


      

      


      
        	
                 
      

              	
                4.03

              	
                Authority to
      Bind.  A responsible officer of each party has read and
      understands the contents of this Agreement and is empowered and duly
      authorized on behalf of that party to execute
  it.

              


      

      


      
        	
                 
      

              	
                4.04

              	
                Assignment.  Pan
      Asia cannot assign all or any portion of its obligations or rights without
      the written consent of NexxNow.  NexxNow can assign all or any
      portion of Pan Asia’s obligations or rights without the consent of Pan
      Asia.

              


      

      


      5.00    Limitations on
Liability

      


      The
obligations of Pan Asia under this Agreement are limited solely to furnishing
the Services to NexxNow.  Pan Asia provides the Services without
warranty of any kind, either express or implied, including but not limited to
the implied warranties of merchantability and fitness for a particular purpose,
which Pan Asia disclaims.  Pan Asia does not guarantee or make any
representations or warranties regarding the results or benefits of the
Services.  NexxNow is responsible for all information, including, but
not limited to, NexxNow’s Intellectual Property, that is transmitted, published,
distributed, presented or otherwise disseminated in connection with or as a
result of the Services.  Pan Asia shall not be liable to NexxNow or
any of its shareholders, employees, officers, directors or affiliates for any
direct, indirect, consequential, incidental, special or punitive damages,
including but not limited to lost profits, loss of opportunity and other damages
(collectively “Damages”).

      



      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      6.00     Independent
Contractor

      


      Pan Asia
is and will hereafter act as an independent contractor and not as an employee of
NexxNow, and nothing in this Agreement may be interpreted or construed to create
any employment, partnership, joint venture or other relationship between Pan
Asia and NexxNow.  Nothing contained herein shall be considered to
create an employer-employee relationship between the parties to this
Agreement.  NexxNow shall not make social security, workers’
compensation or unemployment insurance payments on behalf of Pan
Asia.  The parties hereto acknowledge and agree that Pan Asia cannot
guarantee the results of any of the services rendered or to be rendered by Pan
Asia.  Rather, Pan Asia shall conduct its operations and provide its
services in a professional manner and in accordance with good industry
practice.  Pan Asia will use its reasonable business efforts in
providing services to NexxNow.

      


      


      IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date set forth
above.

      


      


      
        	
                NEXXNOW:

              	
                PAN
  ASIA:

              
	 
      	 
      
	 
      	 
      
	
                By:
      /s/ Paul
      Riley

              	
                By: /s/ Fu
      Lojen

              
	
                    Paul
      Riley, CEO

              	
                     Fu
      Lojen, President

              
	 
      	 
      
	 
      	 
      
	 
      	
                FU
      LOJEN:

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:
      /s/ Fu
      Lojen

              
	 
      	
                     Fu
      Lojen

              


      

      

6